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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Outside Director Stock Option (Right to Buy) | $ 16.03 | 10/01/2015 | D | 610,000 | (2) | 09/17/2021 | Common Stock | 610,000 | (3) | 0 | D | ||||
Outside Director Stock Option (Right to Buy) | $ 18.24 | 10/01/2015 | D | 3,989 | (2) | 04/16/2022 | Common Stock | 3,989 | (4) | 0 | D | ||||
Outside Director Stock Option (Right to Buy) | $ 21.39 | 10/01/2015 | D | 141,139 | (2) | 05/09/2022 | Common Stock | 141,139 | (5) | 0 | D | ||||
Outside Director Stock Option (Right to Buy) | $ 23.24 | 10/01/2015 | D | 9,479 | (2) | 04/17/2023 | Common Stock | 9,479 | (6) | 0 | D | ||||
Outside Director Stock Option (Right to Buy) | $ 24.66 | 10/01/2015 | D | 140,291 | (2) | 05/14/2023 | Common Stock | 140,291 | (7) | 0 | D | ||||
Outside Director Stock Option (Right to Buy) | $ 31.07 | 10/01/2015 | D | 7,702 | (2) | 04/01/2024 | Common Stock | 7,702 | (8) | 0 | D | ||||
Outside Director Stock Option (Right to Buy) | $ 29.95 | 10/01/2015 | D | 125,582 | (2) | 05/13/2024 | Common Stock | 125,582 | (9) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PALMISANO ROBERT J 1023 CHERRY ROAD MEMPHIS, TN 38117 |
X | President and CEO |
/s/ Marija S. Nelson, Attorney-in-fact | 10/05/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Disposed of pursuant to the Agreement and Plan of Merger by and among the issuer, Tornier N.V., Trooper Holdings Inc., and Trooper Merger Sub Inc., which became effective on October 1, 2015, in exchange for 150,955 Wright Medical Group N.V. ("Wright N.V.") ordinary shares having a market value of $20.39 per share at the effective time of the merger. |
(2) | The employee stock option vests in equal annual installments over a period of four years after the grant date. |
(3) | This option was assumed by Wright N.V. in the merger and replaced with an option to purchase 628,849 Wright N.V. at a price of $15.55 per share. |
(4) | This option was assumed by Wright N.V. in the merger and replaced with an option to purchase 4,112 Wright N.V. at a price of $17.70 per share. |
(5) | This option was assumed by Wright N.V. in the merger and replaced with an option to purchase 145,500 Wright N.V. at a price of $20.75 per share. |
(6) | This option was assumed by Wright N.V. in the merger and replaced with an option to purchase 9,771 Wright N.V. at a price of $22.55 per share. |
(7) | This option was assumed by Wright N.V. in the merger and replaced with an option to purchase 144,625 Wright N.V. at a price of $23.93 per share. |
(8) | This option was assumed by Wright N.V. in the merger and replaced with an option to purchase 7,939 Wright N.V. at a price of $30.14 per share. |
(9) | This option was assumed by Wright N.V. in the merger and replaced with an option to purchase 129,462 Wright N.V. at a price of $29.06 per share. |